Charter 2004 Annual Report Download - page 87

CHARTER COMMUNICATIONS, INC. 2004 FORM 10-K
Mr. Vogel will continue to receive certain health benefits to executives, including our LTIP. Ms. Bellville was entitled to a
during 2005 and COBRA premiums for such health insurance monthly car allowance and reimbursement for all business
coverage for 18 months thereafter. All of his outstanding stock expenses associated with the use of such car. Ms. Bellville’s
options, as well as his restricted stock granted in 2004 agreement provided that she was entitled to the reimbursement
(excluding 340,000 shares of restricted stock granted as ‘‘per- of dues for her membership in a country club of her choice, and
formance units’’, which will automatically be forfeited), will reimbursement for up to $5,000 per year for tax, legal and
continue to vest through December 31, 2005. In addition, one- financial planning services. Her base salary may have been
half of the remaining unvested portion of his 2001 restricted increased at the discretion of our board of directors.
stock grant will vest immediately, and the other half was Ms. Bellville’s agreement provided for automatic one-year
forfeited. Mr. Vogel will have 60 days after December 31, 2005 renewals.
to exercise any outstanding vested stock options. Under the On September 16, 2004, Charter entered into an agreement
agreement, Mr. Vogel waived any further right to any bonus or with Ms. Bellville governing the terms and conditions of her
incentive plan participation and provided certain releases of resignation as an officer and employee of Charter. Under the
claims against Charter and its subsidiaries from any claims terms of this agreement, Ms. Bellville has the right to receive
arising out of or based upon any facts occurring prior to the 65 weeks of base pay based on an annual base of $625,000, plus
date of the agreement, but Charter will continue to provide usual compensation for all accrued vacation and other leave
Mr. Vogel certain indemnification rights and to include time. Her options to purchase 700,000 shares of Class A
Mr. Vogel in its director and officer liability insurance for a common stock will continue to vest during the salary continua-
period of six years. Charter and its subsidiaries also agreed to tion period. Ms. Bellville will have 60 days after the expiration
provide releases of certain claims against Mr. Vogel with certain of the salary continuation period to exercise any outstanding
exceptions reserved. Mr. Vogel has also agreed, with limited vested options at the applicable exercise prices established at
exceptions that he will continue to be bound by the covenant each grant date. To date, Ms. Bellville has exercised her options
not to compete, confidentiality and non-disparagement provi- to purchase 350,000 shares. Ms. Bellville is entitled to receive
sions contained in his 2001 employment agreement. relocation benefits under Charter’s current relocation policy with
Ms. Bellville was employed as Executive Vice President, respect to a move to a specified geographic area and will be
Chief Operating Officer. Until her resignation in September provided outplacement assistance for 6 months following the
2004, she was employed under an employment agreement date of her separation from Charter. Her resignation was
entered into as of April 27, 2003, that would have terminated on effective September 30, 2004. The agreement provides that the
September 1, 2007. Her annual base salary was $625,000 and previously existing employment agreement would terminate,
she was eligible to receive an annual bonus in an amount to be except for certain ongoing obligations on Ms. Bellville’s part
determined by our board of directors, with a contractual concerning confidentiality, non-solicitation and non-disparage-
minimum for 2003 of $203,125. Commencing in 2004, ment. The contractual restriction on her ability to solicit current
Ms. Bellville would have been eligible to receive a target annual Charter employees does not apply to persons who, at the time
bonus equal to 100% of her base salary for the applicable year at of solicitation, have not worked for Charter in the prior
the discretion of the board of directors, 50% to be based on 6 months and are not receiving severance from Charter. In
personal performance goals and 50% to be based on overall addition, the non-competition provisions of her employment
company performance. Under a prior offer letter dated Decem- agreement were waived. Under the agreement, Ms. Bellville
ber 3, 2002, Ms. Bellville was granted 500,000 options to waived a right to any bonus or incentive plan and released
purchase shares of our Class A common stock, which vested Charter from any claims arising out of or based upon any facts
25% on the date of the grant (December 9, 2002), with the occurring prior to the date of the agreement, but Charter will
balance to vest in 36 equal installments commencing January continue to provide Ms. Bellville certain indemnification rights
2003. Ms. Bellville’s employment agreement provided that if she for that period.
was terminated without cause or if she terminated the agree- In addition to the indemnification provisions which apply
ment for good reason (including due to a change in control or if to all employees under our bylaws, Mr. Vogel’s and
Ms. Bellville was required to report, directly or indirectly, to Ms. Bellville’s agreements provide that we will indemnify and
persons other than the Chief Executive Officer), we would pay hold harmless each employee to the maximum extent permitted
Ms. Bellville an amount equal to the aggregate base salary due by law from and against any claims, damages, liabilities, losses,
to Ms. Bellville during the remainder of the term, or renewal costs or expenses in connection with or arising out of the
term and a full prorated bonus for the year in which the performance by the applicable employee of his or her duties.
termination occurs, within thirty days of termination. Each of the above agreements also contains confidentiality and
Ms. Bellville’s agreement included a covenant not to compete non-solicitation provisions.
for the balance of the initial term or any renewal term, but no Effective January 28, 2005, we eliminated the position of
more than one year, in the event of termination without cause Chief Administrative Officer, resulting in the termination of
or by her with good reason. Her agreement further provided employment of Steven A. Schumm, Executive Vice President
that she was entitled to participate in any disability insurance, and Chief Administrative Officer from Charter and each of our
pension or other benefit plan afforded to employees generally or subsidiaries for which Mr. Schumm served as an officer.
77